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USE LICENSE AGREEMENT BY AND BETWEEN SMG AND NORTH DAKOTA STATE UNIVERSITY JUNE /8_, 2021 eSUSE LICENSE AGREEMENT THIS USE LICENSE AGREEMENT (together with the Exhibits attached hereto, the “Agreement”) is dated as of the Jf day of JUNE 2021, by and between SMG, a general partnership organized under the Jaws of Pennsylvania and a subsidiary of ASM Global, with an address at 300 Conshohocken State Rd, Suite 710, West Conshohocken, PA 19428 (“SMG”), and NORTH DAKOTA STATE UNIVERSITY (NDSU ‘whose current address is Sanford Health Athletic Complex, 1600 University Drive North, Fargo, ND. 58102 (the “Licensee” or “NDSU”), BACKGROUND SMG is the manager of a facility commonly known as U.S. Bank Stadium (the “Iaeility®), located at 401 Chicago Avenue, Minneapolis, Minnesota, 55415, which is owned by the Minnesota Sports Facilities Authority (the “Owner”), Licensee desires to use all or a portion of the Facility, as set forth below, for the purposes stated herein, Accordingly, SMG desires to grant to Licensee, and Licensee hereby accepts from SMG, a license to use certain areas of the Facility in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants, and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows 1. Use of the Facility, (@) SMG hereby grants Licensee, upon the terms and conditions hereinafter expressed, a license to use those areas of the Facility desotibed on Exhibit A attached hereto (the “Authorized Areas”), including all improvements, furniture, fixtutes, easements, rights of ingress and egress, and appurtenances thereto, during the dates and times set forth on Exhibit A (each such date and time, an “Event”), It is expressly understood by the patties hereto that the Facility shall be vacated by Licensee and all persons participating in or attending an Bvent hereunder on or prior to the end-time of the last Event listed on Exhibit A hereto (the ‘“Pxpiration Time”) and, as such, Licensee shall arrange to have all Events and activities related thereto cease within a reasonable time prior to the Expiration Time to allow ample time for the Facility to be completely vacated on or priot to the Expiration Time, (b) Inthe event Licensee desires to use the Authorized Areas or any other portion of the Facility at any time other than during the dates and times delineated on Exhibit A, Licensee shall request from SMG prior written permission to use such areas of the Facility. In the event such permission is granted, Licensee shall pay as additional rent an amount equal to the sum of SMG's actual costs for performing its obligations under this Agreement during the date(s) and time(s) requested, and a fee in an amount determined by SMG to represent a fair value for use of such additional areas of the Facility during such date(s) and time(s). (©) Licensee acknowledges that, in connection with SMG’s management and operation of the Facility, SMG utilizes the services of certain third-party independent contractors (the “Third-Party Contractors”). @ Eloor Plans, Descriptions, and Set-Up. (i) Prior to the Event, Licensee shall provide to SMG, for SMG's review and approval (}) a full and complete description of al set-up (including, without limitation, any staging, lighting, video boards, and/or rigging from ot to the physical structure ofthe Facility or any fixture thereto required for the Even}, electrical, communications systems, and plumbing work anticipated to be needed for the Event,(i) Priorto the Bvent, Licensee shall provide to SMG information relating to room or hall set-up(s), staging, event personnel requirements, and food and beverage requirements (to extent utilizing SMG's catere!). Licensee shall be liable for any and all Losses arising from Licensee’s failure to ed in subparagraphs (i) and (ji) of this Seotion 1(@) within the specified time periods, including, without limitation, overtime pay ancl short-notice delivery fees. (©) Security. Except with respect to security directly engaged by Licensee, SMG shall be responsible for preparing and implementing a security plan to protect all persons within the Facility and areas adjacent thereto (¢.g., parking lots, plaza areas, ete.), and SMG shall hire, direct, supervise and assume responsibility forall security personnel, SMG agrees and acknowledges that at no time and under no circumstance shall Licensee be liable or responsible for the activities and/or aotions of the patties providing such security services. 2, Purpose, (@) The Facility is to be used solely for the purpose of a football game featuring NDSU AND EASTERN WASHINGTON UNIVERSITY (EWU) (each, a “Team” and collectively, the “Teams”), Licensee shall not use the Facility, or permit the Facllity to be used by any of its officers, directors, agents, employees, licensees, or invitees, for any unlawful or immoral purpose or in any manner which is likely to injure persons or property in, on, or neat the Facility, (©) To the furthest extent permitted by Law (as defined below), including, but not limited to, Chapter 32-12,2 of the North Dakota Century Code ("N.D.C.C,”), Licensee shall be liable for any and all Toa000, liabilitoo, olaims, damages and expenses (including reasonable wsts uf investigation aud wlwureys* fees) (collectively, the “Losses”) occurting at the Facility (whether within or without an Authorized Area) caused to SMG, Owner and/or persons and/or property in, on, or near the Facility before, during, or after an Event, by (1) Licensce’s failure to comply with any and all federal, state, foreign, local, and municipal regulations, ordinances, statutes, rules, laws, constitutional provisions, and common laws (collectively, the “Laws”) applicable to Licensee's performance of this Agreement and/or activities at the Facility, (ii) any unlawful acts on the part of Licensee or its officers, directors, agents, employees, subcontractors, licensees, or invitees, (ii) the negligent acts, etrors and/or omissions or the willful misconduct of Licensee or its officers, directors, agents, employees, subcontractors, licensees, or invitees, or (iv) the material breach or default by Licensee of its officers, directors, agents, or employees of any provisions of this Agreement, (v) Licensee's Equipment and Systems and/or its installation at the Facility, inoluding any and all rigging from or to the physical structure of the Facility or any fixture thereto, set-up, alterations, and/or improvements at or to the Facility necessitated by and/or performed with respect to the Event, except to the extent caused by (1) any structural defect of the Facility, ot (2) the negligence or willful misconduct of SMG or the stagehands retained by SMG to assemble the Licensee's Equipment and Systems, (©) _ Licensee shall conduct business in the Facility in a dignified and orderly manner with full regard for public safety and in conformity with SMG’s General Rules and Regulations, ineluding fire, safety and health rules, as may be imposed from time to time by SMG andor local authorities, ‘Without limiting the foregoing, Licensee shall obtain prior written approval from SMG’s General Manager at the Facility for any pyrotechnic displays which Licensee anticipates may be performed at the Fecility during the term of this, Agreement, Licensee agrees that it will not allow any officer, agent, employee, licensee or invitee at, in or about the Facility who shall, upon reasonable, non-discriminatory grounds, be objected to by SMG and suchpetson’s right to use the Facility may be revoked immediately by SMG. Notwithstanding the foregoing, SMG shall consult with Licensee prior to revoking such right, if reasonable to do so under the circumstances 3. Condition of Facility, (@) Licensee has not inspected the Facility, but accepts SMG’s representation that the Facility is safe and suitable for hosting a sporting event in its present condition, (b) SMG shall have the continuing obligation and responsibility to maintain and keep the Facility in good order and repair, normal weer and tear excepted; provided, however, that (i) the failure by SMG. to accomplish the foregoing, said failure resulting from circumstances beyond the control of SMG, shall not be considered a breach of this Agreement by SMG, and (ii) any damages to the Facility and its appurtenances caused by the negligence or willful misconduct of Licensee or its officers, directors, agents, employees, or licensees, shall be paid for by Licensee at the actual and documented cost of repair normal wear and tear excepted, (c) Licensee shall not make any alterations or improvements to the Facility without the prior ‘written consent of SMG, Any such alterations ot improvements of whatever nature made or placed by Licensee to or on the Facility, except movable trade fixtures, shall (i) be removed by Licensee, at Licensee’s expense, immediately upon the conclusion of the Event, or (ii) become the property of MSFA. SMG may, at its election, accept delivery of property addressed to Licensee only as a service to Licensee, and Licensee will not hold SMG tesponsible for any loss or damage to such property in the receipt, handling, care, and custody of such property, except in the instance of the negligence or willful misconduct of SMG, its employees or agents. SMG asstimes no responsibility whatsoever for any property placed in the Facility, except in the instance of the negligence or willful misconduct of SMG or structural or latent defect of the Facility. 4. Termof License, The license granted in Section | above will be effective as of the earliest date ‘and time set forth on Exhibit A and will continue in effect, unless earlier terminated as set forth in Section 12, until the latest date and time set forth on Exhibit A, 5, License Fee, Merchandising Fee, Broadcast Fee, and Reimbursable Service Expenses and Complimentary Tickets, In consideration of the grant of the license in Section 1 above, Licensee shall pay to SMG a license fee, merchandising fee, broadcast fee, and shall reimburse SMG for certain service expenditures, all as calculated in accordance with the provisions set forth below. The actual amounts shall be du and payable at settlement of the Event. (a) License Fee, See Exhibit C for financial considerations. () Metchandising Fee, SMG (or its designee) shall be entitled to retain a merchan¢ (the “Merchandising Fee”) equal to TWENTY PERCENT (20%), ing fee (©) Licensee shall retain all television, film, radio and/or commercial recording rights to the Bvent at the Facility and shall pay SMG a broadcast fee (the “Broadcast Fee”) equal to zero (80.00), (® Reimbursable Service Expenses, (@ SMG shall provide, as requited for each Event, certain labor, operations and production services (collectively, the “Services”.(A) The costs forthe following Services are included in the agreement: ticket takers, ticket office staffing, ticket seller Inbor, ushers, supervisors, and receptionists; normal building SMG management, general in-house 24 hour security, cleaning, medical (Event day only), associated labor, secutity fencing, employee meals, employee parking, elevator/escalator services, in-house pipe and drape, general Facility preparation and event day operation labor, utilities, including electricity, gas, lighting, water, heating, ventilating, ait conditioning, hot and cold water facilities, and waste removal services, and facility equipment (available to the extent of facility inventory), law enforcement personnel (including traffic, parking and exterior seoutity), event security, fire marshal, phone/data, staging, video board operator(s), stagehands, police, generators, production parking including hooded meters, crane rental, event required pipe and drape, ambulances, equipment rental, electricians, audio services, and special facilities, equipment and materials, (B) ‘The costs for the following Services, if required for the Event, ate reimbursable to and NOT included in the agreement (the “Reimbursable Service Expenses”) (and further understanding that certain items may be secured and/or paid for directly by Licensee): catering services or extra services furnished by SMG at the request of Licensee. (©) Complimentary Tickets, In addition to the License Fee, Merchandising Feo, Brondoast Fee and Reimbursable Service Bxpenses, SMG shall be entitled to ONE HUNDRED-Krry (150) tickets mutually agreed upon locations at no charge, 6, Payment Terms, (®) License Fee, Merchandising Fee, loast Fee, The License Fee, Merchandising Fee, and Broadcast Fee set forth in Seotions 5(a), (b), and (c) of this Agreement shall be paid by Licensee as provided in Exhibit B attached hereto, (b) Late Charges, If Licensee fails to pay any amounts when due under this Agreement, Licensee shall pay to SMG a late charge of one percent (1%) per month on the unpaid balance, (©) Security forPayment. Deposit waived, ‘Revenues and Costs, SMG shall retain one hundred percent (100%) of all revenues generated in connection with parking lot fees and the sale of food and beverages at the Facility and shall be solely responsible forall velated expenses (except as otherwise set forth in this Agreement). In addition to payment of the Reimbursable Service Expenses above, Licensee shall bear all expenses incurred by Licensee in connection with the holding of an Event at the Facility, including, but not limited to, all costs arising from the use of patented, trademarked ot copyrighted materials, equipment, devices, processes o dramatic rights used on or incorporated in the conduct of an Bvent. 8. Records, Reports, and Audits, (@) Records, Bach party shall maintain accurate books and records with respect to its activities atthe Facility, including, but not limited to, the costs and revenues of euch Bvent, Licensee and SMG shall each keep and preserve such books and records at all times during the term of this Agreement and for at least one (1) year following the expiration or termination hereof. (b) Reports, One the date of the Event, Licensee and SMG shall deliver a detailed written notice of the amounts due and owing to one another pursuant to this Agreement (each a “Statement”), Each Statement shall detail the applicable revenue, expenses, and deductions (sales tax, ete.) thereftom, Statementsshall be deemed incontestable unless objected to in writing, specifying the nature of and reasons for such objection, within twelve (12) months after receipt by the applicable party, (© Audits, Each party shall keep books and records pertaining to this Agreement in sufficient detail to allow the other patty to fully review, audit and understand the same, to the extent payments are due from one patty fo the other. Bach party shall have the right during normal business hours and upon at least ten (10) business days prior written notice to audit the otter patty’s books and records relating to settlement, and each patty shall maintain, preserve, and make available for inspection, audit, and reproduction, for at least twelve (12) months following the submission of the final invoice, the books, records, agreements, and other documents used in determining any cost incurred and billed during the performance of this Agreement. If any such audit reveals inaccuracies in the billings, the necessary adjustment shall be made promptly. 9. Taxes. Bach party shall be solely responsible for the payment of taxes, late charges, or penalties of any nature selating to its obligations under this Agreement in respect of the Event, except as otherwise provided by law or stated herein, Licensee shall pay and dischange as they become due, promptly and before delinquency, all taxes, assessments, rates, damages, license fees, municipal liens, levies, excises, or imposts, ‘whether general or special, or ordinary or extraordinary, of every name, nature, and kind whatsoever, including all governmental charges of whatsoever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge against this Agreement or any other improvements now or hereafter owned by Licensee, SMG is responsible for the collection of sales tex and any other governmental levy or fee on ticket sales atthe Facility box office for the Bvent, and SMG will timely remit same on behalf of Licensee to the appropriate governmental authorities. 10, Insurance, In accordance with Chapter 32-12.2 of the N.D.C.C., Licensee shall maintain, at its ovin expense, and shell keep in force at all times dusing the term of this Agreement, general liability insurance coverage in amounts sufficient to cover Licensee's activities, responsibilities and obligations under this Agreement, and Licensee shall deliver evidence of such general liability insurance coverage to SMG prior to the Event at SMG’s request, 1. Ine (@) To the furthest extent permitted by Law (as defined below), including, but not limited to, Chapter 32-12.2 of the N.D.C.C,, Licensee shall indemnify, defend, and hold harmless ASM Global Parent, Inc., SMG, the State of Minnesota, the Owner, Minnesota Vikings Football, LLC, and their respective officers, directors, agents, and employees (the “Indemnitees”) from and against any and all Losses arising from (i) the ‘matters described in Section 2(b) hereof, and/or (ii) personal or bodily injury to or death of persons ot damage to the property of SMG or the Owner to the extent caused by the negligent acts, extors and/or omissions or the willful misconduet of Licensee o its officers, ditectors, agents, employees, subcontractors, of licensees, ‘Nothing herein shall preclude Licensee ftom assetting against auy party any defenses to liability it may have under applicable Law not is anything herein intended to extend Licensee's liability beyond that provided by Chapter 32-12.2 of the N.D.C.C, () SMG shall indemnify, defend, and hold harmless Licensee, its respective officers, directors, agents, subcontractors and employees (the “Licensee Indemnitees”) from and against any and all Losses arising from (i) the matters described in Section 2(b) hereof, and/or (ii) personal or bodily injury to or death of persons or damage to the property of Licensee, Artists, or their respective subcontractors, to the extent caused by the negligent acts, errors and/or omissions or the willful misconduct of SMG, Owner ot its officers, directors, agents, employees, or their subcontractors or licensees,(©) The provisions set forth in this Seotion 11 shall survive termination or expiration ofthis Agreement, 12, Default, Termination and Other Remedies (@) Default, A party shall be in default under this Agreement if, (A) following notice and a reasonable opportunity to cure, such party or any of its officers, directors, employees or agents fails to perform cr fulfill any material term, covenant, or condition contained in this Agreement, or (B) such party makes a general assignment for the benefit of creditors, Nothing herein shall be construed as excusing either party from diligently commencing and pursuing a cure, and if the breach is such that it threatens the health, welfare, or safety of any person or property, then the non-breaching party may, in its discretion, require that such breach be cured in less than five (5) business days or immediately, (b) Termination by Reason of Default, Upon a default pursuant to Section 12(a) hereof, the nonbreaching party may, at its option, upon written notice or demand upon the other party, cancel and terminate the license granted in Section 1 hereof and the obligations of the parties with respect thereto, In addition to the foregoing, if Licensee fails to comply with any of the material provisions of this Agreement, SMG may recoup the amount equal to its damages upon payment and/or settlement of all counts and funds related to monies collected or received by SMG for the benefit of Licensee hereunder. (©) _ Termination by Reason of Labor Dispute. In addition to the remedies provided elsewhere in this Agreement, SMG shall have the right to terminate this Agreement in the event that a dispute occurs between Licensee and any union or group of employees by reason of the union affiliation or lack of union affiliation of persons employed by Licensee or any one with whom Licensee contracts. (@) _Injunetive Relief. In addition to any other remedy available at law, equity, or otherwise, ceach party shall have the right to seek to enjoin any breach or threatened breach and/or obtain specific performance of this Agreement by the other party upon meeting its burden of proof of such breach or threatened breach as required by applicable statute or rule of law. 13, Representations and Watranties. Each patty hereby represents and warrants to the other patty, and agrees as follows: (®)_Ithas the full power and authority fo enter into this Agreement and perform each of its obligations hereunder; (b) tis legally authorized and has obtained all necessary regulatory approvals for the execution, delivery, and performance of this Agreement; and (©) _ Nolitigation or pending or tareatened claims of litigation exist which do or might adversely affect its ability to fully perform its obligations hereunder or te sights granted by itto the other party under this Agreement, 14, Covenants, Licensee and SMG, as applicable, heteby covenants as follows: (2) Liconsee shall not occupy or use the Facility except as provided in this Agreement,(6) It shall comply with all logal sequirements which arise in espect of the Facility and the use and occupation thereof, (©) Neither Licensee nor SMG shall knowingly cause or permit any Hazardous Material to be used, stored, or generated on, ot transported to and from the Facility, “Hazardous Material” shall mean, without limitation, those substances included within the definitions of “hazardous substances”, “hazardous materials”, “toxic substances”, or “solid waste” in any applicable state or federal environmental law. (@)__ Licensee shall not advertise, paint, post, or exhibit, nor allow to be advertised, painted, posted, or exhibited, signs, advertisements, show bills, lithographs, posters, or cards of any description inside or outside or on any part of the Facility except upon written permission of SMG. (©) _Itshall not broadcast by television or radio any Event scheduled to be presented in the Facility under the terms of this Agreement without the prior written approval of the other patty. @® Licensee shall not cause or permit beer, wine, or liquors of any kind to be sold, given away, or used upon the Facility except upon prior written permission of SMG, (@)__ Licensee shall not operate any equipment or materials belonging to SMG without the prior approval of SMG, nor vice versa, (h) _ Neither party its officers, directors, employees, agents, members, or other representatives shall “scalp” tickets for an Event, to the extent applicable, Licensee and its representatives may provide assistance to SMG in its efforts to control and prevent such ticket “scalping”, (No portion of any passageway or exit shall be blocked or obstructed in any manner whatsoever, and no exit door or any exit shall be looked, blocked, or bolted while the Facility is in use. Moreover, all designated exitways shall be maintained in such manner as to be visible at all times, () Ifthe License Fee inchides a percentage of revenue generated from an Event, then no collections, whether for charity ot otherwise, shall be made, attempted, or announced at the Facility, without first having made @ written request and received the prior written consent of SMG and Licensee, In such event, donations or collections are granted by SMG in lieu of an admission ticket, then all such monies received from such collections or donations will be considered as ticket revenues for the purpose of determining the License Fee due to SMG. (&) To the extent not conflicting with this Agreement, SMG and Licensee shall abide by and conform to all rules and segulations adopted or prescribed by SMG pursuant to a certain operating handbook titled Promoter Guide, a copy of which will be provided to Licensee and the terms of which are incorporated by reference herein, () Licensee and SMG shall not encumber, hypothecate, or otherwise use as security its interests in this Agreement for any purpose whatsoever without the express written consent of the other party. (m) With respect to any Event at the Facility, Licensee and SMG shall comply fully with any and all local, state, and federal laws, regulations, rules, constitutional provisions, common laws, and rights of others applicable to the reproduction, display, o: performance of proprietary or copyrighted materials and works of third parties (the “Works”), and to the protection ofthe intellectual propeity tights associated with such Works. ‘The fees payable by Licensee under this Agreement do not include royalty, eopyright or otherpayments which may be payable on behalf of third-party owners of'such Works, and Licensee agrees hereby to make any and all such payments to third parties and/or cleatinghouse agencies as may be necessary to Inwfully perform, publish, display or reproduce any such Works, with the exception of any Works provided to Licensee by SMG (e.g,, venue logo), Licensee specifically agrees, undertakes, and assumes the responsibility to make any and all reports to such agencies and/or patties, including specifically by way of example only (and not by way of limitation) ASCAP, BMI, GMR, and other performing rights organizations, Licensee agrees hereby to obiain and maintain evidence of such reports and any necessary payments, including evidence of compliance with the requitements ofthis paragraph, Licensee represents and watrants that it cuzrently reports and pays royalties to ASCAP, BMI and SESAC on a periodic basis, (a) Licensee shall not engage in the sale and/or distibution of food and/or beverages at the (0) _ Licensee shall use the Favility’s logo (the “Paellity Logo”) in all advertising controlled by or done on behalf of Licensee relating to an Event, including, but not limited to, television, internet, newspaper, magazine, and outdoor advertising, Licensee's right to use the Facility Logo shall be limited to the specific, express purpose set forth in the foregoing sentence and/or as otherwise authorized by SMG in waiting prior to the use thereof, In connection with Licensce’s use of the Facility Logo as permitted in this Section 14(0), Licensee shall use only the form of the Facility Logo as provided by SMG to Licensee in any artwork or other depiction thereof and SMG shall indemnify, defend, protect and hold haemless Licensee and all otter Licensee Indemnitees (as that term is defined in this Agreement) of and ftom any and all Losses arising in any ‘way fiom the use by Licensee of the Facility Logo in compliance with the terms of this Agreement, (p) _Licensee and SMG agree not to knowingly violate any labor agreement entered into by SMG or the Owner, SMG shall discuss the tetms of such agreements with Licensee in advance of the Event. If any such labor agreement is applicable to Licensee or any of Licensee's employees or independent contractors, then Licensee hereby agrees to comply and/or cause it employees and independent contractors to be in compliance with all ofthe provisions of all such labor agreements, Licensee and SMG shall use good faith efforts to prevent all strikes, lockouts and/or Iabor disputes at the Facility, 15, Civil Rights Act. During the performance of this Agreement, Licensee and SMG shall comply fully with Title VI and Title VII of the Civil Rights Act of 1964, as amended, and all other regulations promulgated thereunder, in addition to all applicable state and local ordinances concerning Civil Rights, 16, . Americans With Disabilities Act. Licensee represents and watrants to SMG that Licensee is in compliance with the provisions of Title IIT of the Americans With Disabilities Act, as amended, and ell similar applicable state and local laws (the "ADA") to the extent that such provisions may apply to Licensee's use ofthe Facility SMG represents and warrants to Licensee that SMG is in compliance with those provisions of the ADA to the extent that such provisions apply to the Facility, the concessions areas, and those parking lots which are controlled, owned, ot operated by SMG, Except as provided in the immediately preceding paragraph, SMG agrees to indemnify and hold harmless Licensee for any Loss, fine, punishment, judgment, damages or elaims, whether civil, administeative or otherwise (“Claims”) which may aise or be imposed upon Licensee in connection with SMG’s fuilute of alleged failure to comply with those provisions of the ADA applicable to the Facility or any portion thereof, including but not limited to concessions areas, and parking lots which are controlled, owned, or operated by SMG.Licensee agrees to pay all expenses necessary to maintain the Event’s compliance with the ADA (ie. providing sign language interpreters, listening devices and CART systems) and SMG agrees to pay all expenses necessary fo maintain the Facility’s compliance with the ADA, including parking lots and other areas under the sole contro! and direction of SMG which may be utilized by patrons of the Event, SMG requires the construction of an ADA accessible platform on the floor, and Licensee is responsible for all costs to build and any and all lability for any olaims, suits, ete. associated with such ADA seating. Without limiting the foregoing, SMG agtees to provide Licensee reasonable access to of use of SMG"s sound systom, listening device hook-ups or other equipment SMG controls, fo the extent such access or use is necessaty for Licensee’s fulfillment of its obligations under this Section, Licensee and SMG shall promptly provide one another with prompt notice of any ADA-related requests which pertain to the Event, so that the parties may coordinate their respanse and effarts to provide such accommodations. Licensee and SMG shall also direct their respective agents, including ticketing and security companies to provide prompt notice of any ADA-related requests they may receive, 17, Use of Information, Licensee hereby acknowledges and agrees that SMG shall not have the tight to disolose event activity information relating to any Event, including, without limitation, the identity of performers or other participants of the Event, attendance figures, and gross ticket revenue for the Event without the prior written approval of Licensee, 18. Construction of this Agreement (@) Intentionally left blank. (b) Patagtaph Headings. ‘The paragraph headings are inserted herein only as a matter of convenience and for reference and in no way are intended to be a part of this Agreement or to define, limit, or describe the scope or intent ofthis Agreement or the particular paragraphs hereof to which they refer, (©) Entire Agreement: Amendments. ‘This Agreement (including all Exhibits and other documents and matters annexed hereto or made a part hereof by reference) contains all of the representations, ‘warranties, covenants, agreements, terms, provisions, and conditions relating to the rights and obligations of ‘SMG and Licensee with respect to the Facility. No alterations, amendments, or modifications hereof shall be valid unless executed by an instrument in waiting by the parties hereto. WITHOUT LIMITING THE, GENERALITY OF THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT NO OFFICER, DIRECTOR, EMPLOYEE, AGENT, REPRESENTATIVE, OR SALES PERSON OF EITHER PARTY HERETO, OR OF THE OWNER OR ANY THIRD PARTY HAS THE AUTHORITY TO MAKE, HAS MADE, OR WILL BE DEEMED TO HAVE MADE, ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, GUARANTEE, OR PROMISE, WITH RESPECT TO THE FINANCIAL SUCCESS OR PERFORMANCE, AND/OR OTHER SUCCESS, OF THI EVENT, THE LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT ANY ASSESSMENT OF THE FINANCIAL SUCCESS OR PERFORMANCE, AND/OR OTHER SUCCESS, OF THE EVENT IS THAT OF THE LICENSEE’S DETERMINATION AND JUDGMENT. (@ Severability, If any provision or « portion of any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, the validity and enforceability of the enforceable portion of any such provision and/or the remaining provisions shall not be affected thereby, and to that extent, the provisions are deemed severable. 10(©) Time. Timo is of the essence hereof, and every term, covenant, and condition shall be deemed to be of the essence hereof. ()Suocessors, This Agreement shall be binding upon, and shall imure to, the benefit of the suocessors and assigns of SMG, and to such successors and assigns of Licensee as are permitted to succeed to the Licensee's right upon and subject to the terms hereof, (g) Independent Contractor; No Partnership, SMG and Licensee shall each be and remain an independent contractor with respect (o all rights and obligations arising under this Agreement, Nothing herein contained shall make, or be construed to make, SMG ot Licensee a partner of one another, nor shall this Agreement be construed to create a partnership or joint venture between and of the parties hereto or referred to herein, (h) Singular and Plural. Whenever the context shall so require, the singular shall include the plural, and the plural shall include the singular, 19, Miscellaneous, (@) Waiver, The failure of any party to enforce any of the provisions of this Agreement, or any rights with respect hereto, or the failure to exercise any election provided for herein, will in no way be considered a waiver of such provisions, rights, or elections, or in any way affect the validity of this Agreement, ‘The failure of any party to enforce any of such provisions, rights, or elections will not prejudice such party from ater enforeing or exercising the same or any other provisions, rights, or elections which it may have under this ‘Agreement, (b) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred in any manner whatsoever by Licensee, except to a patent or affiliate under common control, without the prior written consent of SMG, SMG shall be entitled to assign its rights and obligations hereunder solely to Owner or to any other management company retained by Owner to manage the Facility, and in such event, SMG shall have no further liability to Licensee hereunder for the perfoimance of any obligetions or duties arising after the date of such assignment, (©) Notices, Any notice, consent, or other communication given pursuant to this Agreement shall be in writing and shall be effective either (i) when delivered personally to the patty for whom intended, (ii) upon delivery by an overnight courier services that is generally recognized as reliable, and the written records riaintained by the courier shall be prima facie evidence of delivery, or (ii) on delivery (or attempted delivery) by certified or registered mail, return receipt requested, postage ptepaid, as of the date shown by the return receipt; in any case addtessed to such party as set forth below or as a party may designate by written notice given to the other party in accordance herewith; provided, however, that any notice to Licensee for any monetary Claims shall also comply with the notice requirements set forth inN,D.C.C. § 32-12,2-04. Ifto SMG: sma 1005 4™ Srreer Sour. MINNEAPOLIS, MN 55415 Attention: General Manager Tel: (612) 248-4748, with a copy to: SMG a300 Conshohocken State Rd, Suite 770 ‘West Conshohocken, PA 19428 Attention; Counsel Ifto Licensee: NORTH DAKOTA STATE UNIVERSITY SANFORD HEALTH ATHLETIC COMPLEX 1600 Untverstry Drive Nort arco , ND 58102 (@) — Non-Exclusive Use. SMG shall haye the right, in its sole discretion, to use or permit the use of any pottion of the Facility other than the Authorized Areas to any person, firm or other entity regardless of the nature of the use of such other space, provided such other use does not unreasonably interfere with Licensce’s use of the Facility hereunder, (©) Fore Majeure. If the Facility is damaged from any cause whatsoever or if any other casualty or unforeseeable cause beyond the control of SMG or Licensee, inoluding, without limitation, acts of God, fires, floods, epidemics, quarantine restrictions imposed by government officials, terrorist acts, strikes, labor disputes (though not of the employees of Licensee), failure of public utilities, or unusually severe weather, prevents occupancy and use, or either, as granted in this Agreemont, then the parties shall be relieved of thelr respective obligations hereunder, In the event performance is excused in accordance with the foregoing provisions, SMG shall refund to Licensee any deposits psid by Licensee, less any reasonable costs and expenses ‘hich have been incurred by SMG up to the time further performance is excused. (© Confidentiality. The Protection of Confidential Information Addendum to this Agreement is incorporated by reference into this Agreement, (a) __ Firearms, Licensee, in its sole discretion, prohibits professional cameras, cameras with detachable lenses, video cameras, laser pointers, bottles, guns, knives, explosives, sling shots, weapons of any other kind, bench balls, Frisbees, flags, skateboards, roller skates, noise making equipment such as radios, backpacks larger than 14” (unless venue has a different standard), squitt guns, pets (ADA service animals are okay), and anything else which Licensce deems to be hazardous or objectionable for any of the events ocourting at the Facility, and Licensee direots and authorizes SMG to implement and enforce such rules. Signature page follows 2IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first written above, General Manager SMG Byun Dunne ‘Ann Dunne Assistant General Manager NORTH DAKOTA STATE UNIVERSITY By:__ Lud Name AY Lorsey title: Ducche of Able taProtection of Confidential Information Addendum 1. Definition. “Confidential Information” means this Agreement and the contents herein, ‘The patties acknowledge that this Agreement and any drafts hereof may constitute trade seoret information belonging to one or more of the parties, 2, Intentionally Omitted, 3. Non-Disclosure, Subject to paragraph 4, Licensee and SMG will forever keep all Confidential Information in strict confidence andl never directly or indirectly divulge, furnish, disclose, or use any such Confidential Information except as expressly provided in this Agreement. Nothing in this Agreement prohibits Licensee or SMG from reporting an event that Licensee reasonably and in good faith believes is a violation of Jaw to the relevant law enforcement agency (such as the Securities and Exchange Commission), or from cooperating in an investigation conducted by such a government agency. ‘This may include disclosure of trade ‘secret or confidential information within the limitations permitted by the 2016 Defend Trade Secrets Act TSA), Licensee and SMG is hereby provided notice that under the DTSA, (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (A) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attomney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. 4, Exceptions, The foregoing obligations of confidentiality will not apply to any information that is @) disclosed Ww the Owuer sv loi tle Owser is Loui by wonfideutiality provisions siuuilar ty Uuose set forth herein, or (ii) generally known outside the parties by proper means (for purposes hereof “proper means” does not include obtaining information by means of court order ot subpoena of other judicial or administrative ‘means) of that hereafter becomes generally known outside of the parties through no fault of a party. Confidential Information is not considered to be “generally known” or reasonably ascertainable because it has been disseminated subject to an obligation to keep such information confidential, 5. Intentionally Omitted, 6. Permitted Disclosures, Subject to the provisions at the end of this paragraph, nothing in this Section prohibits the disclosure of Confidential Information in the following circumstances: a) to the extent required to enforce any term or provision of this Agreement; b) to the extent required by Law or process of Law, including North Dakota open records Laws; ©) tothe extent any such terms and conditions have become known to third parties without, favlt of SMG of Licensees d) tothe extent agreed to in writing by both SMG and Licensee; ©), as tequited by public disclosure obligations of SMG ot Licensee; or 41) tothe extent SMG"s or Licensee’s professional advisors (attorneys, tax prepaters, or ‘uditors) need to know the information, Before a patty discloses Confidential Information pursuant to Section 6 (a)-(9), the party seeking or required to use or disclose the Confidential Information must give the other party written notice and a reasonable opportunity to seek a court order to enjoin the use or disclosure. Additionally, and without limiting the foregoing, in the event that Licensee is subject to or requited to disclose this Agreement or any portion hereof (including but not limited to any preliminary drafts hereof or correspondence related hereto) pursuant to 4 proper request under the North Dakota open records Laws, Licensee shall provide SMG prompt written notice of any such request(s), and SMG shall have the right to redact certain portions of the Agreement, in its discretion, prior to any such disclosure, 7. Intentionally Omitted, 8 Survival. The foregoing provisions pertaining to Confidential Information survive the termination of this Agreement and remain in full force and effect, 15EXHIBIT.A TO USE LICENSE AGREEMENT Field and Event Level Spaces Saturday September 2, 2025 All Day Game Day 16HIBIT B TO USE LICENSE AGREEMENT. SPONSORSHIP SMG shall have the right to sell sponsorships to the Event, including, but not limited to, procuring a “Title”, “Presenting” or “Name” sponsor for the Event, Notwithstanding the foregoing, NDSU shall also have the tight to sell sponsorships at all various sponsorship levels. Prior consent must be given by SMG to avoid sponsor conflicts before NDSU finalizes any sponsorship arrangement, and all Event sponsorship agreements shall be entered into between SMG and the applicable sponsor(s) for the Event. NDSU shall identify a point person from their staff to work ditectly with SMG staff on sponsorship related items, SMG will assist in the development of sponsor packages in coordination with NDSU and provide assets and stadium inventory to inelude in such packages. SMG shall retain the first $25,000 in net sponsorship revenue no matter who is responsible for selling the sponsorship, All net sponsorship revenue realized above $25,000 shall be split (60/40) with sixty percent of revenue going to the party selling the sponsorship and forty percent to the other party, Sponsorship revenue defined as net revenue of which the value of event tickets included in packages shall be considered an expense against the sponsorship. SMG shall have the right to provide appropriate activation for sponsors within the game script, SMG and Owner exclusive sponsors are set forth below: ‘Minnesota Vikings Corporate Partner Exclusivity (as of 07/0) Company Business Category U.S, Bauk Financial Services Medtronic Medical Devices and Medical Technology Development MillerCoors Alcoholic Beverages (Beet/Malt Beverages/Hlard Cider) Hy-Vee Grocery Store, Supermarket, Mass Retail, Floral, Pharmacy Land O°Lakes Dairy Products, Animal Feed, Crop Input CenturyLink Communications Polatis Powersports, Mototeyeles, Utility & Work Vehicles Pentair Sustainable Water Mystic Lake Casinos, including Casino Hotels and Stand-Alone Casinos ‘Verizon Wireless Distributed Antenna System, Cell Phone Provider 72, EXHIBIT CTO USE LICENSE AGREEMENT U.S, Bank Stadium + SETTLEMENT, As full consideration for NDSU’s use of the Facility, SMG shall pay NDSU a minimum financial guarantee of Three Hu ited Fifty Thousand Dollars ($350,000), plus an amount equal to the appropriate ticket sales incentive as described below in 1a ~ 1h, Final Settlement shall tace place within sixty (60) days of the event conclusion, bh Once total paid tickets for the event reaches 25,000, NDSU will receive an additional $50,000 payout for a total payout of $400,000, Once total paid tickets for the event reaches 30,000, NDSU will receive an additional $50,000 payout fora total payout of $450,000, Onee total paid tickets for the event reaches 35,000, NDSU will receive an additional $25,000 payout for a total payout of $475,000. Once total paid tickets for the event reaches 40,000, NDSU will receive an additional $25,000 payout for a total payout of $500,000 ‘Once total paid tickets for the event reaches 45,000, NDSU will receive an ad payout for a total of $525,000, ‘Onee total paid tickets for the event reaches 50,000, NDSU will reosive an a payout for a total of $550,000, ‘Once total paid tiokets for the event reached 55,000, NDSU will receive an additional $25,000 payout for a total of $575,000, Once total paid tickets for the event reaches 60,000, NDSIT will receive nn additional $95,000 payout for a total payout of $600,000. jonal $25,000 ional $25,000 TICKETING a da. Ticket pricing for the Event for all seating locations shall be determined by SMG. SMG shall retain revenue from the sale of all tickets, DSU agrees to purchase, via a ticket sales commitment, fifteen thousand (15,000) tickets to the Event to be sold at face value, NDSU and SMG will mutually agree on seating locations for this allotment of tickets, NDSU shall receive four hundred (400) complimentary tickets and one (1) complimentary premium space for the Event from mutually agreed upon inventory available, NDSU shall also be provided with seating for their band which shall not count toward the above complimentary ticket, allotment, It is understood that the number of sents needed for the band should be approximately 250 seats. Parties will agree on a discounted student ticket price and seating location for NDSU students. The final ticket allotment and method of distributing student tickets shall be mutually agteed to by the patties 18©. Suite tickets are not included as part of the manifest; as they are controlled exclusively by the primary tenant the Minnesota Vikings TRAVEL a, SMG shall not be responsible for any NDSU team or staff travel for this Event, including, but not limited to bus transportation, lodging or meals, 4, PARKING 4, NDSU shall be provided a minimum of fifty (50) complimentary parking passes for key personnel. Additionally, SMG shall provide parking for NDSU team, band and spirit. squad buses, Any additional parking needs provided to NDSU shall be mutually agreed upon and may inolude a parking fee to be paid by NDSU. 5. HOSPITALITY 4, SMG shall have the tight to create and sell hospitality packages, which may include tickets, food, beverages, and other items at SMG's discretion, SMG shall retain all revenues from sale of such packages. NDSU agtees to promote such packages via their traditional marketing channels to include but not be limited fo, season ticket holder communication, social and digital media channels and in-game promotions at NDSU events, 6, GAME DAY OPERATIONS 8, For all purposes related to the Bvent, NDSU shall be designated as the home team and EWU shall be designated as the visiting team, AAs the home team, NDSU shall retain the standard rights and obligations of the home team of an NCAA college football game including overseeing media operations and press box, game script (including halftime), stat ctew, PA announcer and other customary operations iat wuujuuction with Facility staff. NDSU shall be responsible. for assignment, coordination and payment of officials for the Event including coordination and payment of chain gang, replay equipment and personnel, NDSU shall provide staff to handle all team will-call needs atthe ticket office on game day. b, SMG shall provide (at the Facility’s own expense) reasonable and customary game day operations and services including security, police, EMT, box office staff, ushers, scoreboard, video boards, cleaning crew and locker room attendants to serve as liaisons for team equipment and training staff ©. SMG shall ensure preparation of the playing field in accordance with NCAA guidelines at no additional cost to NDSU. Additional field markings including, but not limited to endzone paint shall be mutually agreed upon between the parties and NDSU would be tesponsible for applicable costs. SMG and NDSU shall mutually agree on field painting for any event sponsors and the cost for the painting of sponsors shall be deducted from the revenue received for such partnership, 7. FOOD AND BEVERAGE a, The Faeility’s official food and beverage vendor is Aramark. They are the sole provider for all food and beverage and NDSU shall not bring any outside food and beverage to the Facility without 19advanced authorization fom SMG, It is understood that SMG shall have the right to sell alcohol at the Event and retain revenue therefrom. 8, ADVERTISING, SIGNS, ALTERATIONS. & NDSU shall not mark, paint, drill into ov in any way mar of deface any pact of the Facility or make ‘ny alterations or improvements in or to the Facility without the prior wtitten consent of SMG. b. No advertising, whether by scoreboard, poster, banner shall be permitted anywhere in the Facility without the not be unreasonably withheld, 70, handbills, or audible transmission jor written consent of SMG which shall © SMG shall have the right to obtain and use NDSU name and/or logo for inclusion in approved Event related advertising, merchandising, and/or material, Any use of the logos shall be subject to prior approval of NDSU, which shall not be unreasonably withheld, 9. MEDIA RIGHTS 8. NDSU shall retain television, radio and streaming broadcast rights for the Event and be responsible for any applicable expenses inclusive of production costs, If SMG is able to obtain a national television partner, NDSU can mutually agree to,share broadcast rights with SMG, b. SMG and NDSU shall have the right to photograph, video, and otherwise record the Event, and use such photos, excerpts from the video, and recordings in the Faciity’s marketing’ and promotional materials for future use. 10. MERCHANDISE SALES & NDSU agrees to provide merchandise for sale at the Event, Legends, the Facility’s in-house ‘merchandising vendor, will sell all merchandise inside the Facility for the Event. A 20% fee shall be retained by SMG on merchandise sold, ‘The setup and location of merchandise sales within the Facility shall be at the sole discretion of SMG. b. NDSU shall have the ability to sell a game program at the Event and retain the revenue thereftom. ©. NDSU shall obtain prior approval from SMG for the use of U.S, Bank Stadium matks, logos on all merchandise. NDSU shall have approval over including Event sponsor logos on merchandise, however; approval shall not be unreasonably withheld, Items must be submitted for approval a ‘minimum of thirty (30) calendar days before the intended sale of such items, SMG shall provide feedback and/or approval within five (5) business days after receiving the artwork, 1, SMG shall receive @ minimum of ten (10) of each logoed merchandise item at no cost to SMG, 11, EIBLD/FACILITY US! 1, NDSU shall be provided the opportunity to rent hospitality and other spaces within the Facility 6a the Bvent date and days prior to the event date to entertain customers, clients, sponsors and others at their discretion, Use of such spaces shall be confirmed via separate agreement for each use, 20b. NDSU and EWU shall be granted access to the playing field atthe Facility fora sixty (60) ‘minute wall-thru during a mutually agreed upon time on the day prior to the Event, Such walke thru shall be limited to team coaches, players and other necessary personnel unless otherwise approved by SMG. NDSU shall mutually agree upon the number of ctedentials for admission to and from the Facility on the Event date to be used by the media, setiool personnel and other persons as reasonably determined by the parties to requite access to the Facility, NDSU will provide credentials and oversee credentialing process, 13, EVENT TERMINATION & If the Bvent is cancelled by NDSU by issuance of written notice of cancellation for reason other than a foree majeure event (which is described in Section 19(¢) of the Agreement), NDSU shall pay an Event Termination Fee of three hundred and fifly thousand dollars ($350,000) within thitty (30) days of the date of receipt of notice of cancellation, b. The canceling party shall be responsible for the refund of the price of any tickets sold to the Event. All parties understand that canceling the Bvent could result in significant loss of revenue and the possibility of additional damages and therefore shall be responsible for additional damages that may arise from their cancellation, a